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<br />. <br /> <br />. <br /> <br />. <br /> <br />consent is desired. The place, date and hour of the meeting <br />and the date or dates of mailing the notice shall be determined <br />by the Agency in its discretion. <br /> <br />The actual receipt by any Bondholder of notice of any <br />Bondholders' meeting shall not be a condition precedent to the <br />holding of the meeting, and failure to receive notice shall not <br />affect the validity of the proceedings at the meeting. A <br />certificate by the Secretary of the Agency approved by <br />resolution of the Agency, that the meeting has been called and <br />that notice has been given as provided herein, shall be <br />conclusive as against all parties and no Bondholder shall have <br />the right to show that he failed to receive actual notice of <br />the meeting. <br /> <br />C. Voting Qualifications. The Fiscal Agent shall <br />prepare and deliver to the chairman of the meeting a statement <br />of the names and addresses of the registered Owners of the <br />Bonds. This statement shall show maturities, serial numbers <br />and principal amounts so that voting qualifications can be <br />determined. No Bondholders shall be entitled to vote at the <br />meeting unless their names appear upon the statement. No <br />Bondholders shall be permitted to vote with respect to a larger <br />aggregate principal amount of Bonds than is set against their <br />names on the statement. <br /> <br />D. Agency-Owned Bonds. The Agency covenants that it <br />will present at the meeting a certificate, signed and verified <br />by one of its member and by the Treasurer, stating the serial <br />numbers, maturities and principal amounts of all Bonds owned <br />by, or held for account of, the Agency or the City, directly or <br />indirectly. No person shall be permitted at the meeting to <br />vote or consent with respect to any Bond appearing upon the <br />certificate, or any Bond which is established at or prior to <br />the meeting to be owned by the Agency or the City, directly or <br />indirectly, and no such Bond (in this Resolution referred to as <br />"issuer-owned Bonds") shall be counted in determining whether a <br />quorum is present at the meeting. <br /> <br />E. Quorum and Procedure. A representation of at <br />least fifty percent (50%) in aggregate principal amount of the <br />Bonds then outstanding (exclusive of issuer-owned Bonds, if <br />any) shall be necessary to constitute a quorum at any meeting <br />of Bondholders, but less than a quorum may adjourn the meeting <br />from time to time, and the meeting may be held as adjourned <br />without further notice, whether such adjournment shall have <br />been held by a quorum or by less than a quorum. The Agency <br />shall, by an instrument in writing, appoint a temporary <br />chairman of the meeting, and the meeting shall be organized by <br />the election of a permanent chairman and secretary. At any <br />meeting each Bondholder shall be entitled to one vote for every <br />$5,000 principal amount of Bonds with respect to which he shall <br />be qualified to vote as set forth above, and the vote may be <br />given in person or by proxy duly appointed by an instrument in <br /> <br />12-02-85 <br />9564p/2281/01 <br /> <br />-33- <br />